By Liz Kudwa
A: The Capital Area District Library has several books from which to choose for researching what type of structure would be more appropriate for your business situation. But first let’s look at some of the most common types of business structures and a few pros and cons for each as detailed by www.findlaw.com.
Common Structures
For many new businesses, the best initial ownership structure is either a sole proprietorship or — if more than one owner is involved — a partnership. Sole proprietorships and partnerships make sense in a business where personal liability isn’t a big worry — for example, a small service business in which you are unlikely to be sued and for which you won’t be borrowing much money for inventory or other costs.
Sole Proprietorships
A sole proprietorship is a one-person business that is not registered with the state like a limited liability company (LLC) or corporation. You don’t have to do anything special or file any papers to set up a sole proprietorship — you create one just by going into business for yourself. Legally, a sole proprietorship is inseparable from its owner — the business and the owner are one and the same. This means the owner of the business reports business income and losses on his or her personal tax return and is personally liable for any business-related obligations, such as debts or court judgments.
Partnerships
Similarly, a partnership is simply a business owned by two or more people that hasn’t filed papers to become a corporation or a limited liability company (LLC). You don’t have to file any paperwork to form a partnership — the arrangement begins as soon as you start a business with another person. As in a sole proprietorship, the partnership’s owners pay taxes on their shares of the business income on their personal tax returns and they are each personally liable for the entire amount of any business debts and claims.
Corporations and LLCs
Forming and operating an LLC or a corporation is a bit more complicated and costly, but well worth the trouble for some small businesses. The main benefit of an LLC or a corporation is that these structures limit the owners’ personal liability for business debts and court judgments against the business. What sets the corporation apart from all other types of businesses is that a corporation is an independent legal and tax entity, separate from the people who own, control and manage it. Because of this separate status, the owners of a corporation don’t use their personal tax returns to pay tax on corporate profits — the corporation itself pays these taxes. Owners pay personal income tax only on money they draw from the corporation in the form of salaries, bonuses, and the like.
Like corporations, LLCs provide limited personal liability for business debts and claims. But when it comes to taxes, LLCs are more like partnerships: the owners of an LLC pay taxes on their shares of the business income on their personal tax returns.
Corporations and LLCs make sense for business owners who either 1) run a risk of being sued by customers or of piling up a lot of business debts, or 2) have substantial personal assets they want to protect from business creditors.
The Capital Area District Library has several books on the topic of business structures. Here are a few suggestions to get you started.
o Your Limited Liability Company: An Operating Manual By Anthony Mancuso
o The LLC And Corporation Start-Up Guide By Mark Warda
o Limited Liability Companies For Dummies By Jennifer Reuting
o LLC Or Corporation?: How To Choose The Right Form For Your Business By Anthony Mancuso
o Business Structures: How To Form A Corporation, LLC, Partnership, Sole Proprietorship By Michael Spadaccini
Elizabeth Kudwa is the Business Reference Librarian at the Capital Area District Library located at 401 S. Capitol Avenue in Lansing, MI. Contact her at 517-367-6301 or by e-mail at kudwae@cadl.org.
